<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
_____________
WENDY'S INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
Ohio 31-0785108
(State of incorporation or (I.R.S. employer
organization) identification number)
P.O. Box 256
4288 West Dublin-Granville Road
Dublin, Ohio
(Address of principal executive offices)
43017-0256
(Zip Code)
_____________
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be registered Name of each exchange on which
- ------------------------------------ each class is to be registered
------------------------------
Preferred Stock Purchase Rights New York Stock Exchange
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(i), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act.:
None
(Title of Class)
1 of 6 Pages
Exhibit Index on page 4
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The registrant hereby amends the following items, financial statements,
exhibits or other portions of its Registration Statement on Form 8-A, dated
August 18, 1988 (File No. 1-8116), as follows:
Item 1. Description of Securities to be Registered.
------------------------------------------
On December 29, 1995 Wendy's International, Inc., an Ohio
corporation (the "Company"), and the Rights Agent (as defined below) entered
into an amendment (the "Amendment") to the Rights Agreement, dated as of August
10, 1988 (the "Rights Agreement"), between the Company and American Stock
Transfer and Trust Company (the "Rights Agent"), as successor to Morgan
Shareholder Services Trust Company.
The Amendment reduces the beneficial ownership percentage threshold in
the definition of "Acquiring Person" in Section 1(a) of the Rights Agreement
from 20% or more of the shares of Common Stock of the Company then outstanding
to 15% or more of the shares of Common Stock of the Company then outstanding.
The Amendment also makes a corresponding change from 20% to 15% in Section
24(a)(ii)(y) (the redemption provision) of the Rights Agreement. The Rights
Agreement continues in full force and effect, except as specifically modified
by the Amendment.
The Amendment was entered into in connection with the closing of the
acquisition by the Company of the Tim Hortons restaurant chain on December 29,
1995.
A copy of the Amendment is attached hereto as Exhibit 1 and is
incorporated herein by reference. The foregoing description of the Amendment
does not purport to be complete and is qualified in its entirety by reference
to the Amendment.
Item 2. Exhibits.
--------
Amendment, dated as of December 29, 1995, to the Rights Agreement,
dated as of August 10, 1988, between Wendy's International, Inc. and American
Stock Transfer and Trust Company, as successor to Morgan Shareholder Services
Trust Company.
2 of 6 Pages
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to the Registration
Statement on Form 8-A to be signed on its behalf by the undersigned, thereto
duly authorized.
WENDY'S INTERNATIONAL, INC.
By: /s/ John K. Casey
---------------------
Name: John K. Casey
Title: Vice Chairman and Chief Financial
Officer
Dated: January 8, 1996
Page 3 of 6 Pages
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Page
------- ------- ----
<S> <C> <C>
1 Amendment, dated as of December 29, 1995, to the Rights Agreement, dated 5
as of August 10, 1988, between Wendy's International, Inc. and American
Stock Transfer and Trust Company, as successor to Morgan Shareholder
Services Trust Company.
</TABLE>
Page 4 of 6 Pages
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EXHIBIT 1
AMENDMENT, dated as of December 29, 1995 (the "Amendment"), to the
Rights Agreement, dated as of August 10, 1988 (the "Rights Agreement"), between
WENDY'S INTERNATIONAL, INC., an Ohio corporation (the "Company"), and AMERICAN
STOCK TRANSFER AND TRUST COMPANY (the "Rights Agent"), as successor to Morgan
Shareholder Services Trust Company.
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the Company and the Rights Agent are parties to the Rights
Agreement; and
WHEREAS, Section 8.2 of the Share Purchase Agreement, dated as of
October 31, 1995 (the "Purchase Agreement"), by and among the Company, 1149658
Ontario Inc., 632687 Alberta Ltd. and Ronald V. Joyce provides that the Rights
Agreement shall be amended so as to replace the phrase "20%" in Section 1(a)
thereof in every place where it appears with "15%;" and
WHEREAS, the Company deems it desirable to amend the Rights Agreement as
set forth herein, and simultaneously herewith is delivering to the Rights Agent
a certificate from an appropriate officer of the Company which states that the
Amendment is in compliance with the terms of Section 27 of the Rights Agreement;
and
WHEREAS, the Rights Agent has determined in good faith that such
amendment would not adversely affect its interests under the Rights Agreement.
NOW, THEREFORE, for mutual consideration, receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. All capitalized terms used in the Amendment and not otherwise
defined shall have the meaning ascribed in the Rights Agreement.
2. Section 1(a) of the Rights Agreement is hereby amended by
replacing the phrase "20%" in every place where it appears with the phrase
"15%."
3. Section 24(a)(ii) of the Rights Agreement is hereby amended by
replacing the phrase "20%" with the phrase "15%."
4. Except as herein specifically provided otherwise, the Rights
Agreement shall remain in full force and effect and be unaffected hereby.
5. The Amendment may be executed in counterparts, each of which
shall be deemed an original, but all such counterparts shall together constitute
one and the same instrument.
Page 5 of 6 Pages
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IN WITNESS WHEREOF, the parties hereto have duly executed the Amendment
as of the date first above written.
WENDY'S INTERNATIONAL, INC.
By: /s/ Gordon F. Teter
---------------------------
Name: Gordon F. Teter
Title: President, Chief Executive Officer
and Chief Operating Officer
AMERICAN STOCK TRANSFER
AND TRUST COMPANY
By: /s/ Herbert J. Lemmer
---------------------------
Name: Herbert J. Lemmer
Title: Vice President
Page 6 of 6 Pages
